Governance and Nominations Committee

The Governance and Nominations Committee provides advice to Council on its governance structures and processes.

Terms of Reference

Approved by Council - 14 September 2021

1. Preamble

1.1 Section 15(1)(d) of the University of South Australia Act (1990) enables Council to delegate any of its powers or functions to a Committee. The Council established the Honorary Awards Committee on 16 October 2008 and the Governance and Legislation Committee on 27 August 2009. Following a review in 2018 Council agreed to merge both Committees accordingly.

1.2 The Governance and Nominations Committee has been established as a Committee of Council to assist it in the conduct of its business and to provide advice in the area of its Terms of Reference.

1.3 The delegation to the Committee does not derogate from the power of Council to act in any matter and is revocable at will by the Council (Section 2 (c)(d)). The Committee may resolve not to take action on any matter appearing in its Terms of Reference, or exercise any delegation from Council and refer a matter directly to Council for consideration.

1.4 These Terms of Reference outline the responsibilities and operations of the Committee.

2. Responsibilities

2.1 The primary functions of the Governance and Nominations Committee is to provide advice and recommendations to Council on the following matters:

2.1.1 Appointments to Council and its Committees,

2.1.2 Governance structures and processes

2.1.3 Conferral of Honorary Awards and Honorary Academic Titles in accordance with the Honorary Awards and Honorary Academic Titles Policy.

2.2 Specifically, the Committee will provide advice and recommendations to Council on the following:

2.2.1 The roles and responsibilities of Council, its structures and rules for conduct of meetings

2.2.2 The consideration of nominations for honorary awards and honorary academic titles in accordance with the University's Honorary Awards and Honorary Academic Titles Policy and making recommendations to Council

2.2.3 The composition of Council in accordance with the requirements of the University of South Australia Act (1990)

2.24 Appointments to Council and Committees in accordance with the University of South Australia Act 1990 and the Council Members’ Handbook;

2.2.5 Conduct of Council members in accordance with the University of South Australia Act 1990 and the Code of Conduct in the Council Members’ Handbook;

2.2.6 Professional development for Council members including induction and ongoing education

2.2.7 The governance environment and its impact on the University's governance framework and practice;

2.2.8 Oversight of new and amended legislation and its impact on the University;

2.2.9 Annual review of the University’s tiers for classification of legislation;

2.2.10 Annual review of the Modern Slavery Statement;

2.2.11 Consider publications and reports of the Independent Commissioner Against Corruption which are issued to the University or which impact on University governance;

2.2.12 Consider proposals to amend, abolish or establish new policies which require Council approval;

2.2.13 Review proposed amendments to the terms of reference of Council Committees;

2.2.14 Review of Council Members’ Handbook;

2.2.15 Review of other governance documentation relating to Council activities;

2.2.16 Council member succession planning;

2.2.17 Any other matters as requested by Council.

3. Membership

3.1 Membership of the Governance and Nominations Committee shall consist of the following:

3.1.1 The Chancellor (Chair)

3.1.2 The Vice Chancellor

3.1.3 Two appointed members of Council

3.1.4 One elected staff member of Council

3.1.5 USASA President Member of Council

3.2 The University Secretary and General Counsel will be the Executive Officer of the Committee.

3.3 The Chair may invite members of management or others to attend meetings of the Committee.

3.4 No business may be transacted at a Committee meeting unless a quorum is present. A quorum is four members, one of which muste the Chancellor or an appointed member of Council.

4. Meetings

4.1 The committee will meet at least two times per annum.

4.2 Meetings of the Committee may be called by the Chair of the Committee outside of this cycle, should the need arise to discuss matters related to its Terms of Reference.

4.3 A matter may be dealt with out of session, as determined by the Committee Chair. An out of session paper may be considered by electronic or virtual means. A decision of a member will be effective if conveyed in writing or electronically to the Committee Chair or the General Counsel and University Secretary and the resolution will be passed if it is approved unanimously.  Any decision made out of session will be reported to the next scheduled meeting of the Committee.

5. Reporting

5.1 The Governance and Nominations Committee will report to Council on its activities at the next available Council meeting. The report will include a summary of the resolutions made at the meeting (including any items requiring a resolution or endorsement of Council) and a copy of the minutes of the meeting.

Policy

Honorary Awards and Academic Titles Policy C37